Genesis Acquisition Corp. Announces Qualifying Transaction

(TheNewswire)

August 15, 2025 – TheNewswire- Kelowna, British Columbia, Canada - (TSX.V: REBL) (the“Company” or “Genesis”), a capital pool company (a“CPC”), is pleased to announce it has entered into a letter ofintent dated July 23, 2025 (the “LOI”) to enter intoan arm’s length business combination transaction (the“Proposed Transaction”) withNusa Nickel Corp. (“NusaNickel”). Nusa Nickel is mineral explorationand production company incorporated under the laws of Ontario thatowns and operates a producing lateritic nickel property in CentralSulawesi, Indonesia.

The purpose of the Proposed Transaction is the creationof a public, TSX Venture Exchange-listed, international nickelproducing company. The working capital of the combined entity (the"ResultingIssuer"), upon completion of the ProposedTransaction and assuming the MinimumConcurrent Financing (as defined herein) will beapproximately CDN$1,950,000, sufficient to support Nusa Nickel's work program forthe next 12 months and the evaluation of new opportunities. Theworking capital of the Resulting Issuer upon completion of theProposed Transaction and assuming the Maximum Concurrent Financing (asdefined herein) will be approximately CDN$2,500,000.

Genesis intends that the Proposed Transaction willconstitute its Qualifying Transaction, as such term is defined in thepolicies of the TSX Venture Exchange (the “Exchange”). Uponcompletion of the Proposed Transaction, the Company expects that theResulting Issuer will be named “Nusa Nickel Corp.” and will belisted as a Tier 2 mining issuer on the Exchange.

Summary of the Qualifying Transaction

The LOI contemplates Genesis and Nusa Nickelundertaking an arm's length business combination transaction,currently proposed to be completed by way of a “three-corneredamalgamation”. The current intention is that Genesis, incorporatedunder the laws of British Columbia, will incorporate a wholly-ownedOntario subsidiary (“Subco”). Genesis, Nusa Nickel and Subco willenter into a definitive agreement (the “Business Combination Agreement”) pursuant to which Subco and Nusa Nickel would amalgamateand following which the current shareholders ofNusa Nickel would own a majority of the issued and outstanding sharesin the capital of the Resulting Issuer (the “Resulting Issuer Shares”).

Each common share in the capital of Genesis (the“Genesis Shares”) outstanding immediately prior to the completion of theProposed Transaction would be split at a ratio of 1.6438 post-splitGenesis Shares for every one (1) pre-split Genesis Share (the“Share Split”). Each common share in the capital of Nusa Nickel (the“Nusa NickelShares”) outstanding immediately prior to thecompletion of the Proposed Transaction (other than Nusa Nickel Sharesheld by shareholders of Nusa Nickel (“Nusa Nickel Shareholders”) who exercise their dissent rights, if any) is expectedto be converted into one (1) issued, fully paid and non-assessableGenesis Share (on a pre-Share Split basis). Upon completion of theProposed Transaction, and assuming completion of a minimum concurrent financing of$2,000,000 (the “MinimumConcurrent Financing”), former holders ofGenesis Shares are anticipated to hold, in the aggregate, 6,000,016Resulting Issuer Shares representing approximately 10.32% of theoutstanding Resulting Issuer Shares, former holders of Nusa Nickel Shares are expected to hold,in the aggregate, 42,112,000 Resulting Issuer Shares, representingapproximately 72.47% of the outstanding Resulting Issuer Shares andinvestors under the Concurrent Financing will hold, in the aggregate,10,000,000 Resulting Issuer Shares, representing approximately 17.21%of the outstanding Resulting Issuer Shares. Upon completion of theAmalgamation, and assuming a maximum concurrent financing of$3,000,000 (the “MaximumConcurrent Financing”) is fully subscribed,former holders of Genesis Shares are anticipatedto hold, in the aggregate, 6,000,016 Resulting Issuer Shares representing approximately 9.51% ofthe outstanding Resulting Issuer Shares, former holders of Nusa NickelShares are expected to hold in the aggregate 42,112,000 ResultingIssuer Shares, representing 66.73% of the outstanding Resulting IssuerShares, and investors under the Concurrent Financing will hold, in theaggregate, 15,000,000 Resulting Issuer Shares, representingapproximately 23.77% of the outstanding Resulting Issuer Shares. Basedon a deemed price of $0.20 per share the consideration by theResulting Issuer for Nusa Nickel is approximately $8.42 million. 

In accordance with the LOI, upon completion of theProposed Transaction, Genesis stock options will represent no greaterthan 600,002 Resulting Issuer Shares and Nusa Nickel stock optionswill represent no greater than 3,000,000 Resulting Issuer Shares. Inaddition, the Resulting Issuer will have 1,975,000 restricted shareunits and 26,412,000 common share purchase warrants outstanding. It isalso contemplated that there will be compensation warrants issued inconnection with the Concurrent Financing, however the number and termsof such warrants have not yet been determined and will be disclosed ina subsequent press release.

The Proposed Transaction must be approved by notless than 662/3% of the votes cast at the meeting (the“Nusa NickelMeeting”) of Nusa Nickel Shareholders held toconsider, among other things, the Proposed Transaction. It iscurrently expected that the Nusa Nickel Meeting will be held in thethird quarter of 2025. The parties will also prepare a filingstatement in accordance with Exchange policies, a copy of which willbe filed on Genesis’s profile on the SEDAR+ website atwww.sedarplus.ca in due course.

The completion of the Proposed Transaction is subjectto the satisfaction of various conditions that are standard for atransaction of this nature, including but not limited to (i) executionof a definitive agreement (the “Definitive Agreement”) on or prior to September 15,2025; (ii) the completion of the MinimumConcurrent Financing; (iii) the approval by the shareholders of NusaNickel and Genesis (if required), (iv) receipt of all requisiteregulatory, stock exchange, court or governmental authorizations andconsents, including the Exchange; and (v) the completion ofsatisfactory due diligence by each of the parties. There can be noassurance that the Proposed Transaction will be completed on the termsproposed above or at all.

Subject to satisfaction or waiver of the condition’sprecedent referred to herein and in the Definitive Agreement, Genesisand Nusa Nickel anticipate the Proposed Transaction will be completedin November 2025.

Each of Genesis and Nusa Nickel will bear their owncosts in respect of the Proposed Transaction.  

Proposed Concurrent Financing

Prior to or concurrent with completion of the ProposedTransaction, Nusa Nickel will complete a privateplacement financing for gross proceeds in the range of CDN$2,000,000and CDN$3,000,000 (the"ConcurrentFinancing''). It is anticipated thatthe Concurrent Financing will be undertaken through the issuance ofsubscription receipts of Nusa Nickel (the “Subscription Receipts”) at a price of $0.20 per Subscription Receipt.Immediately prior to the completion of the Proposed Transaction, theSubscription Receipts would automatically convert into Nusa NickelShares and subsequently be exchanged for Resulting Issuer shares aspart of the Proposed Transaction. The proceeds raised will beused to fund the costs associated withcompleting the Proposed Transaction, expanding the production andtrading divisions of Nusa Nickel and for general workingcapital. All securities issued pursuant to theConcurrent Financing will be subject to a hold period of four monthsand one day. It is not known at this time if anyinvestment dealer or other registrant will be engaged to assist withfund raising activities however it is anticipated that a cashcommission will be paid and compensation warrants issued on any fundsraised by eligible finders or brokers. Further details concerning theConcurrent Financing will be included in a subsequent press release.

Sponsorship of the QualifyingTransaction

Sponsorship of a "Qualifying Transaction" ofa CPC is required by the Exchange unless exempt therefrom inaccordance with the Exchange's policies.There can be no assurance that an exemption orwaiver from the sponsorship requirement will be available.

Trading Halt

At the Company's request, trading in theGenesis's Shares has been halted by the Exchange. Trading isexpected to remain halted until, at the earliest, the completion ofthe Proposed Transaction.

The Resulting Issuer

Assuming completion of the Minimum ConcurrentFinancing, it is estimated that there will be approximately 58,112,016Resulting Issuer Shares issued and outstanding immediately followingclosing of the Proposed Transaction, with former Genesis Shareholdersholding approximately 10.32% of such Resulting Issuer Shares, formerNusa Nickel Shareholders holding approximately 72.47% of such Resulting Issuer Sharesand subscribers under the Concurrent Financing holding approximately17.21% of such ResultingIssuer Shares.

Assuming completion of the Maximum ConcurrentFinancing, it is estimated that there will be approximately63,112,016 Resulting Issuer Shares issued andoutstanding immediately following closing of the Proposed Transaction,with former Genesis Shareholders holding approximately 9.51% of suchResulting Issuer Shares, former Nusa Nickel Shareholders holdingapproximately 66.73% ofsuch Resulting Issuer Shares and subscribers under the ConcurrentFinancing holding approximately 23.77% of such Resulting IssuerShares.  

Upon completion of the Proposed Transaction, it isanticipated that all of the existing directors and officers ofGenesis, other than Blair Wilson and EugeneHodgson, will resign and the management of theResulting Issuer will include the persons identified below:

BRANDON COLWELL (Director & Chief ExecutiveOfficer, Ontario)

Brandon Colwell has over nine years of experience inthe capital markets and corporate management. Since April 2024, he hasserved as Co-Founder and Chief Executive Officer of Nusa Nickel Corp.,a privately held nickel producer operating in Indonesia.

From 2019 to 2024, Mr. Colwell was Co-Founder and ChiefExecutive Officer of Sagacity Capital Media Inc., a corporate strategyand marketing firm providing communications and investor relationsservices to early-stage and public companies in various industries,including mining, cannabis, fintech and biotech.

Mr. Colwell has also co-founded and managed otherfull-service media firms in the capital markets sector. Over thecourse of his career, Mr. Colwell has been involved in corporatecommunications, investor relations, and strategic advisory for a rangeof issuers across multiple industries.

He holds a Business Administration Advanced Diplomafrom Humber College and currently serves as a Strategic Advisor toGolden Rapture Mining Corporation.

ROBERT TJANDRA (Director, President & ChiefOperating Officer, Ontario)

President and Chief Operating Officer

Mr Tjandra has been the President and COO of Nusa Nickel Corp sinceApril, 2024. He is the Director of Manganese Energy X (TSX-V: MN)since April 13, 2021 to present; Chief Executive Officer and Directorof Mineto Power Corp. (2021 – present); Director, Florence WealthManagement Inc. (2021 – 2024). Director of Asia Electrum ChargingSolutions (2020 to 2021); President, Chief Operating Officer and adirector of Steep Hill Inc. (formerly Canbud Distribution Corp.) (2008– 2021). Director, Bow Energy Ltd. (2015 – 2018).

RYAN YANCH (Director & Chief Financial Officer,Ontario)

Mr. Yanch has over 14 years of experience in the publicmarkets as a registered trader, consultant and also marketing/investorrelations for public companies. He worked for CIRO registered firm asa Senior Trader from 2012 to 2019 where he executed orders on behalfof clients, portfolio managers and/or firms for equities, options,commodities,. He also oversaw all new issue/ IPO trading. He holds aBBA from the University of Guelph in Business Administration with aspecialization in Finance along with a diploma from Humber College. Inaddition, he has post licensing certifications such as the CanadianSecurities Courses (CSC), Canadian Practices Handbook (CPH),Derivatives and Options Licensing (DFOL), Portfolio ManagementTechniques (PMT), Financial Modeling Certification (FMC), DerivativesFundamentals and Options Licensing Course (DFOL), Fixed Income Tradingand Sales (FITS).

Mr. Yanch has also co-founded two marketing agenciesand he presently runs a marketing/Investor Relations company calledGuerilla Capital that runs under 2855322 Ontario Inc. He has acted asa consultant to over 50+ Public Companies on many Exchanges from 2019to the present. Ryan has also hosted numerous mining conferences forpublic companies. He has also completed the Officers, Partners,Directors Course (OPD) from the Investment Funds Institute of Canada(IFIC) and has recently obtained his Chartered Investment Manager(CIM) accreditation. In addition, he has consulted for ComplychainSolutions, a compliance company that advises firms on Pre-registrationrequirements, AML, and ongoing regulatory requirements for regulatedfirms and those seeking registration. Prior to his work in CapitalMarkets he worked at his Family-run Oil Company, a business that hasbeen operating since 1904.

Most recently he has served as a director of GoldenRapture Mining from inception to June 24th and Co-founded a NickelCompany "Nusa Nickel" with operations in Indonesia and plansto go public in 2025

BLAIR WILSON (Director, British Columbia)

Mr. Wilson has been the President and CEO of CanadianecoEquity Corp., a private leasing company since June 1991. Mr. Wilsonis also Chief Executive officer of Forbidden Spirits Distilling Corp.(TSX: VDKA), a public craft distillery located in Kelowna, BritishColumbia. Between June 2004 and January 2006, Mr. Wilson was a Memberof Parliament for West Vancouver – Sunshine Coast – Sea to SkyCountry and between 1994 and 1996 was a director and CFO of Pan SmakPizza Inc., a company formerly listed on the TSXV.

Mr. Wilson earned a Bachelor of Arts degree inpolitical science from the University of Victoria and a Chartered Accountants designation from the Canadian Instituteof chartered Accountants. Mr. Wilson was a member of the CharteredProfessional Accountants of British Columbia until his resignation in2016.

EUGENE HODGSON (Director, British Columbia)

Mr. Hodgson brings over 30 years of private and publicsector experience.  Mr. Hodgson began his public sector career in theNorthwest Territories where he acted as Senior Policy Advisor onresource based projects.  In the early 1980’s Mr. Hodgson served asExecutive Assistant to the Minister of the Environment, Lands, Parksand Housing in the British Columbia government.  Mr. Hodgson holds aBachelor of Arts Degree from the University of Calgary.  In addition,Mr. Hodgson has served on the board of directors of numerouscorporations including Equitable Real Estate Investment Corp, TimminsGold Corp and Red Fund Capital Corp (formerly Parana CopperCorporation) and is the former Chairman of the Board of Governors ofthe Vancouver Community College.  

New Incentive Stock Option Plan

Following completion of the Transaction, the ResultingIssuer is expected to implement a new equity incentive plan, the termsand conditions of which will be implemented and determined by theboard of directors of the Resulting Issuer and be in accordance withExchange policies.

About Genesis Capital Corp.

Genesis is a CPC that completed its initial publicoffering and obtained a listing on the Exchange on or aboutNovember 1, 2019 (trading symbol:REBL.P). Prior to entering into the LOI, Genesisdid not carry on any active business activity other than reviewingpotential transactions that would qualify as Genesis's QualifyingTransaction.

About Nusa Nickel Corp.

Nusa Nickel is North America's onlyrevenue-generating nickel producer and licensed trader operating inIndonesia's world-leading nickel district.

Our operations focus on the responsible sourcing,production, and sale of lateritic nickel material, with a commitmentto environmental stewardship and supporting local communities. Inaddition to our production activities, Nusa Nickel is a licensednickel trader, enabling us to source and supply nickel ore fromthird-party producers and expand our market footprint acrossIndonesia.

All information in this PressRelease relating to Nusa Nickel is the sole responsibility of NusaNickel. Management of Genesis has not independently reviewed thisdisclosure nor has Genesis’ management hired any third partyconsultants or contractors to verify such information.

Nusa Nickel was incorporated on April 26, 2024 inaccordance with the laws of the Province of Ontario. Nusa is a nickelmining company with producing assets located in Central Sulawesi,Indonesia. The Canadian head office of Nusa Nickel is located at 515North Service Rd, Stoney Creek, ON L8E 5X8.

Nusa Nickel was incorporated in April 2024 and isengaged in the production and trading of nickel in Indonesia. TheCompany operates on a 2,641-hectare production permit located inCentral Sulawesi, Indonesia. Under a joint operation agreement withthe IUP permit holder, Nusa Nickel has developed a pilot 10-hectare portion of the property into production andholds a right of first refusal over approximately 700 hectares of thepermitted area.

Nusa Nickel holds all agreements and licenses throughits wholly owned Indonesian subsidiaries, PT Nusa Nickel Corp. and PTNusa Niaga Corp. PT Nusa Nickel Corp. holds the IUJP ProductionLicense and the joint operation agreement with the IUP permit holder.PT Nusa Niaga Corp. holds the IPP Traders License, enabling theCompany to source and sell nickel ore from third-partyproducers.

Selected Financial Information

The following table sets out selected financialinformation for Nusa Nickel Corp. for the fiscal year ended December31, 2024, and the period ended June 30, 2025. All amounts areunaudited. Amounts in Indonesian Rupiah (“IDR”) are also presentedin Canadian dollars using Bank of Canada spot exchange rates of 1 IDR= 0.000088 CAD as of December 31, 2024, and 1 IDR = 0.00008382 CAD asof June 30, 2025.

Cautionary Note

As noted above, completion of the Proposed Transactionis subject to a number of conditions including, without limitation,approval of the Exchange, approval of the shareholders of Nusa Nickeland Genesis and completion of the Concurrent Financing. Whereapplicable, the Proposed Transaction cannot close until the requiredapprovals have been obtained. There can be no assurance that theProposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed inthe continuous disclosure document containing full, true and plaindisclosure regarding the Proposed Transaction, required to be filedwith the securities regulatory authorities having jurisdiction overthe affairs of the Company, any informationreleased or received with respect to theProposed Transaction may not be accurate or complete and should not berelied upon. The trading in the securities of Genesis on the Exchange,if reinstated prior to completion of the Proposed Transaction, shouldbe considered highly speculative.  

ON BEHALF OF THE BOARD OFDIRECTORS:

Blair Wilson, President, Chief Executive Officer, andDirector

For further information please contact:

Email:        blair@forbiddenspirits.ca      

Phone: (250) 317-0996       

Disclaimer for Forward-LookingInformation

This press release contains forward-looking statementsand information that are based on the beliefs of management andreflect Genesis's current expectations. When used in this pressrelease, the words "estimate", "project","belief", "anticipate", "intend","expect", "plan", "predict","may" or "should" and the negative of these wordsor such variations thereon or comparable terminology are intended toidentify forward-looking statements and information. Theforward-looking statements and information in this press releaseinclude information relating to the business plans of Genesis, NusaNickel, and the Resulting Issuer, the Concurrent Financing, theProposed Transaction (including Exchange approval and the closing ofthe Proposed Transaction) and the board of directors and management ofthe Resulting Issuer upon completion of the Proposed Transaction. Suchstatements and information reflect the current view of Genesis. Risksand uncertainties that may cause actual results to differ materiallyfrom those contemplated in those forward-looking statements andinformation.

By their nature, forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause our actual results, performance or achievements, or other futureevents, to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking statements.

Such factors include, among others, the followingrisks:

• there is no assurance that the Concurrent Financingwill be completed or as to the actual offering price or gross proceedsto be raised in connection with the Concurrent Financing. Inparticular, the amount raised may be significantly less than theamounts anticipated as a result of, among other things, marketconditions and investor behaviour. 

• there is no assurance that Genesis and Nusa Nickel willobtain all requisite approvals for the Proposed Transaction, includingthe approval of the Genesis Shareholders and Nusa Nickel Shareholders,or the approval of the Exchange for the Proposed Transaction (whichmay be conditional upon amendments to the terms of the ProposedTransaction);  

• following completion of the Proposed Transaction, theResulting Issuer may require additional financing from time to time inorder to continue its operations. Financing may not be available whenneeded or on terms and conditions acceptable to the Resulting Issuer; 

• new laws or regulations could adversely affect theResulting Issuer's business and results of operations;and 

• the stock markets have experienced volatility thatoften has been unrelated to the performance of companies. Thesefluctuations may adversely affect the price of the ResultingIssuer's securities, regardless of its operatingperformance. 

There are a number of important factors that couldcause Genesis's actual results to differ materially from thoseindicated or implied by forward-looking statements and information.Such factors include, among others: currency fluctuations; limitedbusiness history of Genesis; disruptions or changes in the credit orsecurity markets; results of operation activities and development ofprojects; project cost overruns or unanticipated costs and expenses,fluctuations in commodity prices, and general market and industryconditions.

Genesis cautions that the foregoing list of materialfactors is not exhaustive. When relying on Genesis'sforward-looking statements and information to make decisions,investors and others should carefully consider the foregoing factorsand other uncertainties and potential events. Genesis has assumed thatthe material factors referred to in the previous paragraph will notcause such forward-looking statements and information to differmaterially from actual results or events. However, thelist of these factors is not exhaustive and is subject to change andthere can be no assurance that such assumptions will reflect theactual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATIONCONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF GENESISAS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TOCHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ONFORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATIONAS OF ANY OTHER DATE. WHILE GENESIS MAY ELECT TO, IT DOES NOTUNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT ASREQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This press release is not an offerof the securities for sale in the United States. The securities havenot been registered under the U.S. Securities Act of 1933, as amended,and may not be offered or sold in the United States absentregistration or an exemption from registration. This press releaseshall not constitute an offer to sell or the solicitation of an offerto buy nor shall there be any sale of the securities in any state inwhich such offer, solicitation or sale would be unlawful.

Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance. There can be no assurance that theProposed Transaction will be completed as proposed or at all.

Investors are cautioned that, exceptas disclosed in the filing statement to be prepared in connection withthe Transaction, any information released or received with respect tothe Proposed Transaction may not be accurate or complete and shouldnot be relied upon. Trading in the securities of a capital poolcompany should be considered highly speculative.

The TSX Venture Exchange Inc. has inno way passed upon the merits of the Proposed Transaction and hasneither approved nor disapproved the contents of this pressrelease.

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this press release.

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